How to Set Up a Company in Bangladesh: Every Step and Document

Short answer: To set up a company in Bangladesh, most founders register a private limited company with the Registrar of Joint Stock Companies and Firms (RJSC) online. You need at least two shareholders and two directors (or one person for a one-person company), a registered office address, the Memorandum and Articles of Association, and the RJSC forms. Bangladeshi founders need their NID and e-TIN; foreign founders need passports, a name clearance, and proof that their share money came in through a bank (an encashment certificate). After incorporation, you get a company e-TIN, a trade licence from the city corporation, a bank account, and VAT registration (BIN) when required, plus import, export or sector licences if your business needs them. Foreign-owned companies then register with BIDA, and foreign staff need a BIDA work permit. A wholly Bangladeshi company can be registered in about a week; a foreign-owned one usually takes three to five weeks.

Two founders, two very different checklists

Farhan, 29, and his university friend want to turn their freelance design work in Dhaka into a proper company so they can sign contracts with larger clients. A few kilometres away, Lim, a Malaysian software entrepreneur, wants to open a Bangladeshi subsidiary to hire local developers and relocate himself to Dhaka for two years.

Both need a company. But Farhan can finish most of the work from his laptop in about a week, while Lim must first move money through a bank, get papers attested abroad, register with BIDA and apply for a work permit. This guide walks through both paths, step by step.

Which type of business should you choose?

Structure	Who it suits	Registration	Liability
Sole proprietorship	A single owner running a small business	Trade licence only (no RJSC registration)	Unlimited: the owner is personally liable
Partnership	Two or more partners	Partnership deed; RJSC registration optional	Partners personally liable
Private limited company	Most startups and growing businesses, including foreign investors	RJSC incorporation	Limited to the shares held
One-person company (OPC)	A single Bangladeshi owner who wants limited liability	RJSC incorporation	Limited
Branch, liaison or representative office	A foreign company that wants a presence without forming a local company	BIDA permission, then RJSC filing	The parent company is liable

For most founders, Bangladeshi or foreign, a private limited company is the best choice: it separates personal and business assets, is easier to raise investment in, and is what banks and larger clients expect. The rest of this guide focuses on it.

What are the basic requirements?

• Shareholders and directors: at least two shareholders and two directors, who can be the same two people, under the Companies Act 1994. A one-person company has a single shareholder.
• Capital: the law sets no minimum paid-up capital for an ordinary private company. You choose an authorised capital (the maximum shares the company may issue) and a paid-up capital (the money shareholders actually put in). Foreign-owned companies that want work permits need far more; see below.
• A unique name ending in “Limited”, that is not too similar to an existing company.
• A registered office address in Bangladesh.
• Business objects: what the company will do, written into the Memorandum of Association.

Step by step: setting up a company as a Bangladeshi citizen

Step 1: Decide the basics

Agree on the company name (plus two alternatives), business objects, authorised and paid-up capital, who the shareholders and directors are, how many shares each will hold, and the registered office address. Put the shareholding in writing between co-founders before you file.

Step 2: Check the name and open an RJSC account

Create an account on RJSC’s online portal and search your proposed name. A formal name clearance costs Tk 500 plus VAT per name and is needed when a director is foreign, or when changing a name later; for all-Bangladeshi companies, the name is checked during registration, according to the law firm BD Advocacy’s current guide. RJSC is rolling out a new Electronic Business Registration System that checks NIDs, e-TINs and mobile numbers in real time and aims to register clean applications within hours, Prothom Alo reported in September 2026.

Step 3: Prepare the Memorandum, Articles and forms

The Memorandum of Association sets out the company’s name, objects and capital. The Articles of Association are its internal rules: shares, directors, meetings and decisions. RJSC also requires these forms:

Form	What it is
Form I	Declaration that the Companies Act has been complied with
Form VI	Notice of the registered office address
Form IX	Each director’s consent to act
Form X	List of persons who have consented to be directors
Form XII	Particulars of directors, managers and managing agents
Subscriber page	The last page of the Memorandum, signed by each shareholder with a witness

Step 4: Gather the documents

For each Bangladeshi shareholder and director:

• National ID card (NID), colour scan
• 12-digit e-TIN certificate
• Recent passport-size photograph
• Present and permanent address, mobile number and email
• Number of shares and designation (for example, managing director)

For the company: the signed Memorandum and Articles, the forms above, proof of the registered office (such as a rent agreement), and a power of attorney if someone signs on another person’s behalf.

Step 5: Pay fees and stamp duty, and submit

Upload the documents on the RJSC portal and pay the registration fee, filing fees, VAT and stamp duty through a designated bank or online. Fees depend on authorised capital:

Item	Amount
Registration fee on authorised capital	Nil up to Tk 10 lakh; Tk 80 per Tk 1 lakh from Tk 10 lakh to Tk 50 lakh; Tk 130 per Tk 1 lakh above Tk 50 lakh
Filing fee	Tk 200 per document
Stamp duty on Articles	Tk 10,000 up to Tk 40 lakh capital; Tk 30,000 up to Tk 12 crore; Tk 50,000 above
Stamp duty on Memorandum	Tk 2,000
VAT	15% on RJSC fees (not on stamp duty)
Example total	About Tk 13,400 for Tk 10 lakh authorised capital; about Tk 44,500 for Tk 1 crore

Source: BD Advocacy’s summary of the RJSC fee schedule and Stamp Act, updated October 2026. Check the RJSC portal’s fee calculator before paying; professional fees are extra if you use a lawyer or consultant.

Step 6: Receive the Certificate of Incorporation

RJSC reviews the file and may raise queries on the portal. A clean application is usually approved within days, and the Certificate of Incorporation, with the certified Memorandum and Articles, is issued electronically. Your company now legally exists, but it cannot trade yet.

What do you need after incorporation?

Registration	Issued by	Needed for	Typical time
Company e-TIN	National Board of Revenue (online)	Tax filing, bank account, trade licence	Same day
Trade licence	City corporation or pourashava	Legally doing business at your address	About 3 to 7 working days
Bank account	Any scheduled bank	Paying in share capital, receiving and making payments	A few days
VAT registration (BIN)	NBR (online)	Turnover above Tk 50 lakh, importers, exporters, tender suppliers	A few days
IRC / ERC	Office of the Chief Controller of Imports and Exports	Importing or exporting	Varies
Fire licence	Fire Service and Civil Defence	Factories, warehouses, many commercial premises	Varies
Environmental clearance	Department of Environment	Manufacturing and other listed activities	Varies
Sector licences	Relevant regulator	For example, Bangladesh Bank, BTRC, DGDA, BSTI	Varies

Trade licence: documents and rules

Every business needs a trade licence from the local authority where it operates: in Dhaka, from Dhaka North or Dhaka South City Corporation, both of which accept online applications. For a limited company, you typically need:

• Completed application form
• Certificate of Incorporation and the Memorandum and Articles of Association
• Passport-size photos and NID or passport of the managing director
• Rent agreement or ownership papers for the office, and the latest holding tax receipt
• Company e-TIN certificate
• A declaration on non-judicial stamp paper, where asked
• Fire licence or environmental clearance for relevant businesses

Fees depend on the type and size of business and its location, plus signboard tax and VAT. A trade licence is valid for one fiscal year, from 1 July to 30 June, and must be renewed by 30 June to avoid surcharges. A BIN is required for trade licence renewal, according to PwC’s tax summary.

VAT: do you need to register?

Annual turnover	What applies
Up to Tk 30 lakh	Generally no VAT registration
Tk 30 lakh to Tk 50 lakh	4% turnover tax, with a turnover tax enlistment certificate
Above Tk 50 lakh	VAT registration (BIN), standard rate 15%
Any turnover	Registration required for importers, exporters, tender suppliers and foreign companies’ branch or liaison offices

Source: PwC Worldwide Tax Summaries, reviewed July 2026. Registration with NBR is free and done online.

Import and export registration (IRC and ERC)

If you will import goods, you need an Import Registration Certificate (IRC); to export, an Export Registration Certificate (ERC). Applications usually require the Certificate of Incorporation, Memorandum and Articles, e-TIN, trade licence, a bank certificate and, for industries, fire licence and environmental clearance. A membership certificate from a chamber or trade body has also been required. In early 2026, the commerce ministry proposed dropping that membership requirement for IRCs, but business groups objected and the change was put on hold for more discussion, The Financial Express reported.

Opening the company bank account

Banks usually ask for the Certificate of Incorporation, certified Memorandum and Articles, a board resolution to open the account and name the signatories, Form XII, the company e-TIN and trade licence, and the NIDs and photos of directors and signatories. Shareholders then pay in their subscribed capital. Choosing a bank with a strong business app and payment options matters; see payment gateways in Bangladesh if you plan to sell online.

Step by step: setting up a company as a foreign citizen

Bangladesh allows 100% foreign ownership in most sectors. A few, such as arms and nuclear energy, are reserved for the state, and some, such as banking and insurance, need prior permission from the relevant authority. Check your sector before you start. The process for a foreign-owned private limited company adds several steps:

Step 1: Get name clearance from RJSC

When any director is a foreign national, name clearance comes first, because the bank needs it to open a temporary account for the company-in-formation.

Step 2: Open a temporary bank account and send the capital

With the name clearance, a Bangladeshi bank opens a temporary account in the proposed company’s name. Each foreign shareholder sends their share money from abroad through the banking channel into this account. Cash or informal transfers are not accepted.

Step 3: Collect the encashment certificate

The bank issues an encashment certificate confirming that foreign currency came in and was converted to taka. RJSC requires one for each foreign subscriber, and you will need it again for BIDA, work permits and, later, for sending profits home.

Step 4: Prepare attested foreign documents

For individual foreign shareholders and directors:

• Valid passport (data pages) and a recent photograph
• Residential address abroad, email and phone number
• Encashment certificate for their share money
• A notarised power of attorney if a local person will sign or file on their behalf

When the shareholder is a foreign company, you usually also need its certificate of incorporation, constitutional documents, a board resolution approving the investment and naming its nominee director, passport copies of its directors and a chart showing who ultimately owns it. These must be notarised and attested by the Bangladesh embassy or high commission in that country, or apostilled where accepted. BD Advocacy’s guide calls incomplete or wrongly attested foreign papers the most common cause of delay.

Step 5: Incorporate with RJSC

Filing then follows the same steps as for a local company: Memorandum, Articles, Forms I, VI, IX, X and XII, fees and stamp duty. Foreign directors do not need an e-TIN to incorporate.

Step 6: Complete the post-incorporation registrations

Get the company e-TIN and trade licence, convert the temporary bank account into the company’s regular account, and register for VAT and any sector licences, as above.

Step 7: Register with BIDA

Foreign-owned and joint-venture companies register with the Bangladesh Investment Development Authority (BIDA), which runs a One Stop Service portal for many approvals. BIDA registration is the gateway to visa recommendations, work permits and investment incentives.

Step 8: Visa and work permit for foreign staff

A foreign national who will work in the company, including an investor-director like Lim, needs a visa recommendation from BIDA and then a work permit. According to BIDA, a work permit application usually needs:

• The BIDA registration certificate (or office approval letter for a branch or liaison office)
• The company’s Certificate of Incorporation and Memorandum and Articles
• A board resolution approving the appointment, with the person’s name, nationality and passport number
• BIDA’s visa recommendation letter
• Academic and professional certificates
• Service contract and appointment letter
• Passport copies
• A staff list showing local and foreign employees, positions and salaries
• Proof of an inward remittance of at least US$50,000 as initial establishment cost, for foreign-owned companies, joint ventures and branch or liaison offices
• The company’s tax clearance certificate and audit report (for existing companies)

A work permit is usually granted for one year and can be extended, generally up to five years in total. BIDA also limits the share of foreign staff: industrial projects may hire one foreigner for every 10 locals at the start and one for every 20 once operating, while commercial offices may hire one for every five, according to BIDA.

Sending profits home

Dividends, profits and capital can be sent abroad through authorised dealer banks under Bangladesh Bank rules, after taxes are paid. Keep the encashment certificates, audited accounts and tax papers from day one; banks will ask for them.

Bangladeshi vs foreign founder: what is different?

	Bangladeshi founders	Foreign founders
Identity documents	NID and e-TIN	Passport; attested documents for corporate shareholders
Name clearance	Checked during registration	Required first
Share capital	Paid into the company account after incorporation	Sent from abroad through a bank before incorporation, with encashment certificate
BIDA registration	Not usually needed	Required
Work permit	Not needed	Needed for each foreign employee; US$50,000 inward remittance condition
Typical time to incorporate	About 1 week	About 3 to 5 weeks

Timelines are BD Advocacy’s estimates for clean applications; official service standards are longer.

Branch or liaison office: the alternative for foreign companies

A foreign company that only wants to promote its products, coordinate with suppliers or do market research can open a liaison or representative office instead of a subsidiary, with BIDA’s permission. A liaison office generally cannot earn income in Bangladesh and must be funded from abroad. A branch office can carry out permitted commercial activities. Both still need the US$50,000 inward remittance for work permits, must register for VAT and file with RJSC.

What must you do every year?

Task	When
Appoint the first auditor	Within one month of incorporation
First annual general meeting (AGM)	Within 18 months of incorporation, then every year
Annual return to RJSC	Within 21 days of the AGM
Audited financial statements	Every year
Company income tax return	Every year, by the NBR deadline
VAT returns	Monthly, if VAT-registered
Trade licence renewal	By 30 June every year
Work permit and visa renewals	Before expiry, for foreign staff

Keeping these up to date matters beyond avoiding fines. Banks check audited accounts, tax returns and trade licences before lending, as we explain in what banks look for before giving a business loan.

Common mistakes to avoid

• Choosing a name too close to an existing company, which leads to rejection.
• Setting authorised capital too high, which raises fees and stamp duty for no benefit.
• Writing business objects too narrowly, so the company cannot take on new work later without amendments.
• Foreign investors sending money informally, which means no encashment certificate and problems with RJSC, BIDA and profit repatriation.
• Using a residential address without a proper rent agreement or holding tax receipt, which can hold up the trade licence.
• Forgetting yearly filings and trade licence renewal.

Back to Farhan and Lim

Farhan’s company was incorporated in six working days, and his trade licence arrived the following week. “The hardest part was agreeing on the shareholding with my friend,” he says. Lim’s subsidiary took just over a month: two weeks went on getting his company documents attested in Kuala Lumpur. Once the encashment certificate and BIDA registration were in hand, his work permit followed. “Send the money properly and attest everything first,” he says. “Then it moves.”

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This article is general information, not legal or tax advice. Fees, forms and rules change; check with RJSC, NBR, your city corporation and BIDA, or a qualified lawyer, before filing.

Frequently asked questions

How much does it cost to register a company in Bangladesh?

Government fees and stamp duty start at about Tk 13,400 for a company with Tk 10 lakh authorised capital, rising with capital. Trade licence, professional and other fees are extra.

Is there a minimum capital requirement?

Not for an ordinary private limited company. But foreign-owned companies need proof of at least US$50,000 in inward remittance to get work permits for foreign staff.

Can a foreigner own 100% of a company in Bangladesh?

Yes, in most sectors. A few sectors are reserved for the state, and some need prior permission.

Can one person register a company?

Yes, as a one-person company. Otherwise, a private limited company needs at least two shareholders and two directors.

How long does company registration take?

About a week for a wholly Bangladeshi company with clean documents, and three to five weeks for a foreign-owned company, by practitioners’ estimates.

Do I need a trade licence if I have a company?

Yes. Incorporation creates the company, but you need a trade licence from the local authority to do business at your address, renewed every year.

Key words explained

Term	What it means
RJSC	Registrar of Joint Stock Companies and Firms, which registers companies.
Memorandum of Association	The company’s founding document: name, objects and capital.
Articles of Association	The company’s internal rules.
Authorised capital	The maximum value of shares a company may issue.
Paid-up capital	The money shareholders have actually paid in.
Encashment certificate	A bank’s proof that foreign currency was received and converted to taka.
BIDA	Bangladesh Investment Development Authority, which registers foreign investment and issues work permits.
BIN	Business Identification Number, issued on VAT registration.
IRC / ERC	Import and Export Registration Certificates.
One-person company (OPC)	A company with a single shareholder and limited liability.

How we reported this

We used BIDA’s published guidance on work permits and foreign staff ratios, PwC’s Worldwide Tax Summaries on VAT and local taxes, Prothom Alo’s September 2026 report on RJSC’s new registration system, The Financial Express’s report on IRC requirements, and BD Advocacy’s October 2026 summary of the RJSC fee schedule, forms and practical timelines. Fees and timelines are subject to change and should be confirmed with the authorities. The featured image is an illustration made by Dhaka Debates.

Editor’s note: Farhan and Lim are illustrative, created to show how a Bangladeshi and a foreign founder might go through company registration. They are not real people. The rules come from the published sources listed with this article.